RE: ORDINARY RESOLUTIONS AGM 202018 Nov 2020 09:08
@loftmonkey
The "preemption rights" means they have to offer new shares to existing shareholders. To disallow the preemption rights means they then have the right to offer (up to 750 million shares) new shares to new investors, without getting prior approval.
They have had this approved over the last year and have used it to give options to employees. They had it the year before and used it to offer new shares and warrants to new investors to raise necessary cash.
This could be used in a number of ways.
1. They could use it to give employees more options to help keep salaries down. This aligns employee interests with shareholder interests, saves cash, and is generally a good move. It won't be even close to 750 million shares for this purpose.
2. They could sell new shares to a big investor / institution (or several) to raise funds for further drilling in Scallywag / PRE / Panorama, wherever.
3. They could use the new shares, in the event of a hostile takeover attempt, to bring a "white knight" into play.
Re the last, suppose Barrick makes an offer of 45p and the BOD says, "Not enough, we're worth more than that." Barrick says, "Fine, we'll just go to the market and see what your shareholders think." A lot of shareholders might say, "Cool!" so there's a danger the takeover could succeed. GH/BOD could get on the phone to NCM, for instance, and say, "Barrick is offering 45p, likely to up it to 50p or more. Would you like to buy 18% (new shares)?"
That 18% makes it much harder for Barrick to get to 50%, and in fact much easier for NCM to get there. It might start a bidding war (which could be pretty cool) but it tips the scale pretty significantly towards NCM if that happens. It might also just cause Barrick to say, "We aren't going to win this one," and go away -- but you'd still, of course, have a massive rerate of the shares if that happened.
The 18% sitting out there at the board's discretion makes any hostile takeover much less likely. It's pretty much saying to raiders, "If you want to make a deal, talk to us. If you want to go hostile, we may not be able to stop you but we do have some tools in our toolbox to hold you off."
The 18% could also simply be used to enrich the BOD at our expense, by issuing themselves excessive numbers of shares. They have had this ability year on year and haven't done so, and if they did, they'd lose our trust, and pretty much kill the company. These guys have a long term view and know that. I have no reason to think there are integrity issues with these people, but even if there are, it's in their own interest to play it straight.
I personally have no concerns about clauses 4&5, and am glad they are looking ahead (as they have been in the past) and keeping their flexibility to respond to different eventualities.